REG - Proton Motor Power - Proposed cancellation of trading on AIM
20/01/2025 07:00
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RNS Number : 8357T Proton Motor Power Systems PLC 20 January 2025
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION AS STIPULATED UNDER THE UK
VERSION OF THE MARKET ABUSE REGULATION NO 596/2014 WHICH IS PART OF ENGLISH
LAW BY VIRTUE OF THE EUROPEAN (WITHDRAWAL) ACT 2018, AS AMENDED. ON
PUBLICATION OF THIS ANNOUNCEMENT VIA A REGULATORY INFORMATION SERVICE, THIS
INFORMATION IS CONSIDERED TO BE IN THE PUBLIC DOMAIN.
20 January 2025
Proton Motor Power Systems plc
("Proton Motor" or the "Company")
Proposed cancellation of admission of the Ordinary Shares to trading on AIM
Proposed re-registration as a private limited company and adoption of New
Articles
and
Notice of General Meeting
Proton Motor Power Systems plc (AIM: PPS), the designer, developer and
producer of fuel cells and fuel cell electric hybrid systems with a
zero-carbon footprint, announces the proposed cancellation of admission of its
Ordinary Shares to trading on AIM, its proposed re-registration as a private
limited company and the proposed adoption of new articles of association.
Further to the Company's recent announcements, the Directors consider that it
is in the best interests of the Company and its Shareholders taken as a whole
to cancel the admission of the Ordinary Shares to trading on AIM. A circular
(the "Circular") will be sent to Shareholders today and will shortly be
available on the Company's website, www.proton-motor.com
(https://www.proton-motor.com/en/) , setting out the background to and reasons
for the Resolutions. Extracts from the Circular are set out, without material
amendment, below.
The Company is seeking Shareholder approval for the proposals at a general
meeting, to be convened for 10:00 a.m. UK time / 11:00 a.m. CET on 7 February
2025 at the offices of Proton Motor Fuel Cell GmbH, Benzstrasse 7, 82178
Puchheim, Germany.
Pursuant to Rule 41 of the AIM Rules, the Company through its nominated
adviser, Allenby Capital Limited, has notified the London Stock Exchange of
the date of the proposed Cancellation which is expected to become effective at
7.00 a.m. on 17 February 2025 if the Cancellation Resolution is passed at the
General Meeting.
The Cancellation is conditional upon the approval of not less than 75 per cent
of the votes cast by Shareholders (whether present in person or by proxy) at
the General Meeting.
Recognising that Proton's UK-based shareholders may not be able to attend in
person, the Company will provide access online via the Investor Meet Company
platform in order that Shareholders are able to follow the proceedings of the
General Meeting remotely. However, please note that Shareholders will not be
able to vote online at the General Meeting via the platform and are therefore
requested to submit their votes via proxy, as early as possible. Shareholders
are invited to submit any questions for the Board to consider. Questions can
be pre submitted ahead of the General Meeting via the Investor Meet Company
Platform up until 10 a.m. UK time / 11:00 a.m. CET the day before the General
Meeting or submitted at any time during the General Meeting itself.
Shareholders that wish to follow the General Meeting remotely should register
for the event in advance by using the following link:
https://www.investormeetcompany.com/proton-motor-power-systems-plc/register-investor
(https://www.investormeetcompany.com/proton-motor-power-systems-plc/register-investor)
For further information:
Proton Motor Power Systems Plc
Dr Faiz Nahab, CEO
Roman Kotlarzewski, CFO +49 (0) 173 189 0923
www.protonpowersystems.com
Allenby Capital Limited
Nominated Adviser & Broker +44 (0) 20 3328 5656
James Reeve / Vivek Bhardwaj
Celicourt Communications
PR Adviser +44 (0) 20 7770 6424 / protonmotor@celicourt.uk
Mark Antelme / Philip Dennis /
Charlie Denley-Myerson
EXTRACTS FROM THE CIRCULAR TO SHAREHOLDERS
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
Event Time and/or date
Announcement of the proposed Cancellation and Re-registration 20 January 2025
Publication and posting of the Circular and the Form of Proxy 20 January 2025
Latest time for receipt of proxy appointments in respect of the General 10:00 a.m. UK time/11:00 a.m. CET on 5 February 2025
Meeting
General Meeting 10:00 a.m. UK time/11.00 a.m. CET on 7 February 2025
Announcement of result of General Meeting 7 February 2025
Expected last day of dealings in Ordinary Shares on AIM 14 February 2025
Expected time and date of Cancellation 7.00 a.m. UK time on 17 February 2025
Expected date of re-registration as a private company by 7 March 2025
Each of the dates in the above timetable is subject to change at the absolute
discretion of the Company.
References to time in the Circular and in the Form of Proxy are to UK time.
The timetable above assumes that the Resolutions set out in the Notice of
General Meeting will be passed. Events listed in the above timetable
following the General Meeting are conditional on the Resolutions being
passed at the General Meeting without amendment. If any of the above
times and/or dates change, the revised time(s) and/or date(s) will be notified
to Shareholders by announcement through a Regulatory Information Service.
LETTER FROM THE NON-EXECUTIVE CHAIR
1. Introduction
On 20 January 2025 the Company announced that the Board intended to seek
Shareholder approval for the voluntary cancellation of admission of the
Ordinary Shares to trading on AIM and the re-registration of the Company as a
private limited company.
The Company is seeking Shareholder approval for the Cancellation and the
Re-registration, including the adoption of new articles of association which
are more appropriate for an unquoted private limited company, at the General
Meeting, which has been convened for 10:00 a.m. UK time/11:00 a.m. CET on 7
February 2025 at the offices of Proton Motor Fuel Cell GmbH, Benzstrasse 7,
82178 Puchheim, Germany.
If the Cancellation Resolution is passed at the General Meeting, it is
anticipated that the Cancellation will become effective at 7.00 a.m. on 17
February 2025. The Cancellation Resolution is conditional, pursuant to Rule 41
of the AIM Rules, upon the approval of not less than 75 per cent. of the votes
cast (whether by Shareholders present in person or by proxy) at the General
Meeting.
In accordance with Rule 41 of the AIM Rules, the Company has notified the
London Stock Exchange of the date of the proposed Cancellation which is
expected to become effective at 7.00 a.m. on 17 February 2025.
The purpose of this Document is to provide information on the background to
and reasons for the proposed Cancellation and the Re-registration; to explain
the consequences of the Cancellation and the Re-registration; and provide
reasons why the Directors unanimously consider the Resolutions to be in the
best interests of the Company and its Shareholders as a whole.
Recognising that UK-based Shareholders may not be able to attend the General
Meeting in person, the Company will provide access online via the Investor
Meet Company platform in order that Shareholders are able to follow the
proceedings of the General Meeting remotely. However, please note that
Shareholders will not be able to vote online at the General Meeting via the
platform and are therefore requested to submit their votes via proxy, as early
as possible. Shareholders are invited to submit any questions for the Board to
consider. Questions can be pre submitted ahead of the General Meeting via the
Investor Meet Company Platform up until 10:00 a.m. the day before the General
Meeting or submitted at any time during the General Meeting itself.
Shareholders that wish to follow the General Meeting remotely should register
for the event in advance by using the following
link https://www.investormeetcompany.com/proton-motor-power-systems-plc/register
(https://www.investormeetcompany.com/proton-motor-power-systems-plc/register)
.
2. Background to and reasons for the proposed Cancellation and
Re-Registration (including the adoption of the New Articles)
The Ordinary Shares have been admitted to trading on AIM since the Company's
IPO in October 2006.
The Company has historically been reliant on the support of the Company's
principal lender and parties connected to him, for the provision of loans
under debt facilities to fund the ongoing working capital requirements of the
Company. As at 31 July 2024, the Company had debt facilities totalling
€121.5 million, of which €110.4 million was drawn, as well as accrued
interest under the debt facilities of €37.8 million.
On 22 August 2024, the Company announced, amongst other matters, that it had
received a notification from the Company's principal lender that the Company's
working capital requirements would only be supported until 31 December 2024.
It was also simultaneously announced that the Company was in discussions with
other potential sources of finance in order that the business could continue
as a going concern.
It was subsequently announced on 20 November 2024 that advanced discussions
with a Germany-based potential industrial partner regarding a possible funding
solution which would have enabled the Company to continue to trade beyond the
end of 2024 had been terminated. The Company also simultaneously announced
that following an extensive review by the Board of the likelihood of securing
sources of finance to enable the Company to continue to operate beyond 31
December 2024, the Board had concluded that the most appropriate course of
action was an orderly wind down of the business and to seek Shareholder
approval for the Cancellation.
While the Board remains of the view that Cancellation and an orderly wind down
of the business is the most appropriate course of action, in line with the
Company's announcement on 30 December 2024, the Board is exploring the
possibility of continuing the operations of the Group on a significantly
reduced cost basis following Cancellation. This is contingent on the Group
securing settlement with its outstanding creditors (save for the debts owed to
its principal lender and parties connected to him under its debt facilities)
and minimising the level of ongoing contractual obligations. There are
therefore no guarantees that it will be able to achieve this.
Accordingly, the Board is seeking Shareholder approval for the Cancellation
and for the Company to be re-registered as a private limited company.
In reaching this conclusion, the Directors have considered the following key
factors:
· the Group is still loss-making and has historically been reliant
on the continued support of its main Shareholder to fund the operations of the
business. Having explored alternatives, the Directors are of the opinion that
it will not be possible to secure debt funding from another party and raising
further significant equity through public markets would be challenging in the
short or medium term and may not be at a valuation that is acceptable to
Shareholders; and
· the considerable cost of maintaining admission to trading on AIM,
including fees payable to its professional advisers, including the nominated
adviser and broker, AIM fees payable to the London Stock Exchange as well as
incremental legal, insurance, accounting and auditing fees, along with the
considerable amount of management time associated with maintaining the
Company's admission to trading on AIM are, in the Directors' opinion,
disproportionate to the benefits to the Company at this time.
As a result of this review and following careful consideration, the Board has
unanimously concluded that the proposed Cancellation and Re-registration
(including the adoption of the New Articles) is in the best interests of the
Company and its Shareholders as a whole.
3. Process for, and principal effects of, Cancellation
Shareholders who wish to remain shareholders of Proton following Cancellation
are welcome to do so. However, the Directors are aware that certain
Shareholders may be unable, or unwilling, to hold Ordinary Shares in a private
company in the event that the Cancellation is approved and becomes effective.
Such Shareholders may consider selling their Ordinary Shares in the market
prior to the Cancellation becoming effective.
Rule 41 of the AIM Rules requires any AIM company that wishes the London Stock
Exchange to cancel the admission of its shares to trading on AIM to notify
shareholders and to separately inform the London Stock Exchange of its
preferred cancellation date at least 20 clear Business Days prior to such
date.
In accordance with AIM Rule 41, the Directors have notified the London Stock
Exchange of the Company's intention to cancel the Company's admission of its
Ordinary Shares to trading on AIM on 17 February 2025, subject to the
Cancellation Resolution being passed at the General Meeting. Accordingly, if
the Cancellation Resolution is passed at the General Meeting, the Cancellation
will become effective at 7.00 a.m. on 17 February 2025.
If the Cancellation becomes effective, Allenby Capital will cease to be the
nominated adviser of the Company pursuant to the AIM Rules and the Company
will no longer be required to comply with the AIM Rules. However, the Company
will remain subject to the Takeover Code, details of which are set out below.
Under the AIM Rules, it is a requirement that the Cancellation must be
approved via a special resolution by not less than 75 per cent. of votes cast
(by proxy or in person) at the General Meeting. Accordingly, the Notice of
General Meeting set out at the end of this Document contains the Cancellation
Resolution.
The principal effects of the Cancellation will include the following:
· as a private company, there will be no formal market mechanism
enabling Shareholders to trade in the Ordinary Shares;
· there will be no formal market quote or live pricing for the
Ordinary Shares, therefore it will be more difficult to sell Ordinary Shares
or for Shareholders to determine the market value of their investment in the
Company, compared to shares of companies admitted to trading on AIM (or any
other recognised market or trading exchange);
· it is possible that immediately following the publication of this
Circular, the liquidity and marketability of the Ordinary Shares may be
significantly reduced and their value adversely affected (although the
Directors believe that the liquidity in the Ordinary Shares is currently and
has for some time been in any event limited);
· the regulatory and financial reporting regime applicable to
companies whose shares are admitted to trading on AIM will no longer apply
albeit the Company will remain subject to the Takeover Code for a period of
time (see below for more details);
· following Cancellation, it is anticipated that the majority of
the Directors will step down and there may only be one Director on the Board;
· Shareholders will no longer be afforded the protections given by
the AIM Rules, such as the requirement to be notified of price sensitive
information or certain events and the requirement that the Company seek
shareholder approval for certain corporate actions, where applicable,
including substantial transactions, reverse takeovers, related party
transactions and fundamental changes in the Company's business, including
certain types of acquisitions and disposals;
· the levels of disclosure and corporate governance within the
Company will not be as stringent as for a company quoted on AIM;
· the Company will no longer be subject to UK MAR regulating inside
information and other matters;
· the Company will no longer be required to publicly disclose any
change in major shareholdings in the Company under the Disclosure Guidance and
Transparency Rules;
· Allenby Capital will cease to be nominated adviser and broker to
the Company for the purpose of the AIM Rules;
· whilst the Company's CREST facility will remain in place post the
Cancellation and it is anticipated that this will be maintained for at least
12 months, the Company's CREST facility may be cancelled in the future and,
although the Ordinary Shares will remain transferable, they may cease to be
transferable through CREST (in which case, Shareholders who hold Ordinary
Shares in CREST will receive share certificates);
· stamp duty will be due on transfers of shares and agreements to
transfer shares unless a relevant exemption or relief applies to a particular
transfer; and
· the Cancellation may have personal taxation consequences for
Shareholders. Shareholders who are in any doubt about their tax position
should consult their own professional independent tax adviser.
The above considerations are not exhaustive and Shareholders should seek their
own independent advice when assessing the likely impact of the Cancellation on
them.
For the avoidance of doubt, the Company will remain registered with the
Registrar of Companies in England & Wales in accordance with, and subject
to the Companies Act, notwithstanding the Cancellation and Re-registration.
The Resolutions to be proposed at the General Meeting include the adoption of
the New Articles, with effect from the Re-registration. A summary of the
principal differences between the Current Articles and the proposed New
Articles is included in Part II of the Circular. A copy of the New Articles is
set out at the end of the Circular and can also be viewed at
www.proton-motor.com (https://www.proton-motor.com/en/) .
4. Transactions in the Ordinary Shares prior to and post Cancellation
Prior to the Cancellation
Shareholders should note that they are able to continue trading in the
Ordinary Shares on AIM up to the date of Cancellation. If the requisite
majority of Shareholders approve the Cancellation Resolution at the General
Meeting, it is anticipated that the last day of dealings in the Ordinary
Shares on AIM will be 14 February 2025. The Board is not making any
recommendation as to whether or not Shareholders should buy or sell their
Ordinary Shares.
Dealing and settlement arrangements post the Cancellation
In the event that the Cancellation becomes effective, there will be no market
facility for dealing in the Ordinary Shares and no price will be publicly
quoted for Ordinary Shares as from close of business on 14 February 2025,
assuming that the Cancellation Resolution is approved. As such, interests in
Ordinary Shares are unlikely thereafter to be readily capable of sale and
where a buyer is identified, it may be difficult to place a fair value on any
such sale. While there can be no guarantee that Shareholders will be able to
sell any Ordinary Shares, any Shareholder seeking to do so following the
Cancellation should contact the Company in writing by post to the registered
office of the Company, addressed to: Proton Motor Power Systems plc, C/O
Womble Bond Dickinson (UK) LLP, 4 More London Riverside, London, England SE1
2AU or by email to: company.secretary@protonmotor-powersystems.com or
alternatively to r.kotlarzewski@proton-motor.de. The Company will then be able
to advise as to whether the Directors are aware of any prospective buyers for
any Ordinary Shares which the holder thereof wishes to sell at that time.
If Shareholders wish to buy or sell Ordinary Shares on AIM they must do so
prior to the Cancellation becoming effective. As noted above, in the event
that Shareholders approve the Cancellation, it is anticipated that the last
day of dealings in the Ordinary Shares on AIM will be 14 February 2025 and
that the effective date of the Cancellation will be 17 February 2025.
5. Process for the Re-registration
Following Cancellation, the Directors believe that the requirements and
associated costs of the Company maintaining its public company status will be
difficult to justify and that the Company will benefit from the more
flexible requirements and lower costs associated with private limited company
status. It is therefore proposed to re-register the Company as a private
limited company. In connection with the Re-registration, it is proposed that
New Articles be adopted to reflect the change in the Company's status to a
private limited company. The principal effects of the Re-registration and the
adoption of the New Articles on the rights and obligations of Shareholders and
the Company are summarised in Part II of this Document.
Under the Companies Act 2006, the Re-registration and the adoption of the New
Articles must be approved by not less than a 75 per cent. majority of the
votes cast at the General Meeting. Accordingly, the Notice of General Meeting
contains the Re-registration Resolution which will be proposed as a special
resolution.
Subject to and conditional upon the Cancellation and the passing of the
Re-registration Resolution, an application will be made to the Registrar of
Companies for the Company to be re-registered as a private limited company.
Re-registration will take effect when the Registrar of Companies issues a
certificate of incorporation on Re-registration. The Registrar of Companies
will issue the certificate of incorporation on Re-registration when it is
satisfied that no valid application can be made to cancel the Re-registration
Resolution or that any such application to cancel the Re-registration
Resolution has been determined and confirmed by the Court. The New Articles
will be adopted with effect from the time at which the Re-registration becomes
effective.
6. The Takeover Code
The Takeover Code applies to any company which has its registered office in
the UK, the Channel Islands or the Isle of Man if any of its equity share
capital or other transferable securities carrying voting rights are admitted
to trading on a UK regulated market, a UK multilateral trading facility, or a
stock exchange in the Channel Islands or the Isle of Man. The Takeover Code
therefore applies to the Company as its securities are admitted to trading on
AIM, which is a UK multilateral trading facility.
The Takeover Code also applies to any company which has its registered office
in the UK, the Channel Islands or the Isle of Man if any of its securities
were admitted to trading on a UK regulated market, a UK multilateral trading
facility, or a stock exchange in the Channel Islands or the Isle of Man at any
time during the two years prior to the relevant date.
Accordingly, if the Cancellation and the Re-registration is approved by
Shareholders at the General Meeting and becomes effective, the Takeover Code
will continue to apply to the Company for a period of two years after the
Cancellation and the Re-registration, following which the Takeover Code will
cease to apply to the Company.
While the Takeover Code continues to apply to the Company, a mandatory cash
offer will be required to be made if either:
· a person acquires an interest in shares which, when taken
together with the shares in which persons acting in concert with it are
interested, increases the percentage of shares carrying voting rights in which
it is interested to 30% or more; or
· a person, together with persons acting in concert with it, is
interested in shares which in the aggregate carry not less than 30% of the
voting rights of a company but does not hold shares carrying more than 50% of
such voting rights and such person, or any person acting in concert with it,
acquires an interest in any other shares which increases the percentage of
shares carrying voting rights in which it is interested.
Brief details of the Panel and the protections afforded by the Takeover Code
(which will cease to apply two years following the Cancellation and the
Re-registration) are set out in Part III of the Circular.
7. Options
The rights of certain individuals who hold options over Ordinary Shares will
be unaffected by the proposed Cancellation and Re-registration.
8. General Meeting
The notice convening the General Meeting to be held at the offices of Proton
Motor Fuel Cell GmbH, Benzstrasse 7, 82178 Puchheim, Germany at 10:00 a.m. UK
time/11:00 a.m. CET on 7 February 2025 is set out at the end of the Circular.
Resolution 1 to be proposed at the General Meeting is a special resolution to
approve the Cancellation.
Conditional on the passing of Resolution 1, Resolution 2 to be proposed at the
General Meeting is a special resolution to re-register the Company as a
private limited company and to approve the adoption by the Company of the New
Articles.
DEFINTIONS
"AIM" the AIM market of the London Stock Exchange;
"AIM Rules" the AIM Rules for Companies, as published and amended from time to time by the
London Stock Exchange;
"Allenby Capital" Allenby Capital Limited, the Company's nominated adviser and broker pursuant
to the AIM Rules;
"Business Day" a day (excluding Saturdays, Sundays and public holidays in England and Wales)
on which banks are generally open for the transaction of normal banking
business in London;
"Cancellation" the cancellation of admission of the Ordinary Shares to trading on AIM in
accordance with Rule 41 of the AIM Rules, subject to passing of the
Cancellation Resolution;
"Cancellation Resolution" Resolution 1 set out in the Notice of General Meeting;
"Companies Act" the Companies Act 2006 (as amended from time to time);
"Company" or "Proton" Proton Motor Power Systems Plc;
"CREST" the relevant system for the paperless settlement of trades and the holding of
uncertificated securities operated by Euroclear UK & International in
accordance with the CREST Regulations;
"CREST Regulations" the Uncertificated Securities Regulations 2001 (SI 2001/3755) (as amended);
"Current Articles" the existing articles of association of the Company adopted by special
resolution on 5 November 2008;
"Directors" or "Board" the directors of the Company, each a "Director";
"Disclosure Guidance and Transparency Rules" the disclosure rules and transparency rules made by the UK Financial Conduct
Authority pursuant to section 73A of the Financial Services and Markets Act
2000;
"Document" this document, containing information regarding the Cancellation, the
Re-registration, the adoption of the New Articles and the General Meeting;
"Euroclear UK & International" Euroclear UK & International Limited, the operator of CREST;
"Existing Ordinary Shares" the 1,661,751,046 Ordinary Shares in issue at the date of this Document;
"Form of Proxy" the form of proxy for use at the General Meeting which accompanies this
Document;
"General Meeting" or "GM" the general meeting of the Company to be held at the offices of Proton Motor
Fuel Cell GmbH, Benzstrasse 7, 82178 Puchheim, Germany at 10:00 a.m. UK
time/11:00 a.m. CET on 7 February 2025;
"Group" Proton and its subsidiary undertakings (as such term is defined in section
1162 of the Companies Act) from time to time;
"IPO" initial public offering;
"London Stock Exchange" London Stock Exchange plc;
"New Articles" the proposed new articles of association of the Company, a copy of which is
set out at the end of this Document;
"Notice of General Meeting" the notice of General Meeting set out on page 19 of this Document;
"Ordinary Shares" the ordinary shares of 0.5p each in the capital of the Company;
"Panel" the Panel on Takeovers and Mergers;
"Registrars" Neville Registrars Limited, the Company's registrars whose address is at
Neville House, Steelpark Road, Halesowen, West Midlands B62 8HD;
"Regulatory Information Service" has the meaning given to it in the AIM Rules;
"Re-registration" the proposed re-registration of the Company as a private limited company;
"Re-registration Resolution" Resolution 2 set out in the Notice of General Meeting;
"Resolutions" the resolutions set out in the Notice of General Meeting to be proposed at the
General Meeting;
"Shareholder(s)" holder(s) of Ordinary Shares;
"Takeover Code" the City Code on Takeovers and Mergers;
"UK MAR" Regulation (EU) (No 596/2014) of the European Parliament and of the Council of
16 April 2014 on market abuse to the extent that it forms part of the domestic
law of the United Kingdom including by virtue of the European Union
(Withdrawal) Act 2018 (as amended from time to time).
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